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EXHIBIT 4.3
RESTATED BYLAWS
OF
RADISYS CORPORATION
ARTICLE I
SHAREHOLDERS MEETINGS AND VOTING
1.1 ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the third Tuesday in May of each year at 10:00 a.m., unless a different
date or time is fixed by the Board of Directors and stated in the notice of the
meeting. Failure to hold an annual meeting on the stated date shall not affect
the validity of any corporate action.
1.2 SPECIAL MEETINGS. Special meetings of the shareholders, for any
purposes, unless otherwise prescribed by statute, may be called by the Chairman
of the Board or the Board of Directors and shall be called by the Chairman of
the Board upon the written demand of the holders of not less than one-tenth of
all the votes entitled to be cast on any issue proposed to be considered at the
meeting. The demand shall describe the purposes for which the meeting is to be
held and shall be signed, dated and delivered to the Secretary.
1.3 PLACE OF MEETINGS. Meetings of the shareholders shall be held at
any place in or out of Oregon designated by the Board of Directors. If a meeting
place is not designated by the Board of Directors, the meeting shall be held at
the Corporation's principal office.
1.4 NOTICE OF MEETINGS. Written or printed notice stating the date,
time and place of the shareholders meeting and, in the case of a special meeting
or a meeting for which special notice is required by law, the purposes for which
the meeting is called, shall be delivered by the Corporation to each shareholder
entitled to vote at the meeting and, if required by law, to any other
shareholders entitled to receive notice, not earlier than 60 days nor less than
10 days before the meeting date. If mailed, the notice shall be deemed delivered
when it is mailed to the shareholder with postage prepaid at the
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shareholder's address shown in the Corporation's record of shareholders.
1.5 WAIVER OF NOTICE. A shareholder may at any time waive any notice
required by law, these Bylaws or the Articles of Incorporation. The waiver shall
be in writing, be signed by the shareholder entitled to the notice and be
delivered to the Corporation for inclusion in the minutes for filing with the
corporate records. A shareholder's attendance at a meeting waives objection to
(i) lack of notice or defective notice of the meeting, unless the shareholder at
the beginning of the meeting objects to holding the meeting or transacting
business at the meeting, and (ii) consideration of a particular matter at the
meeting that is not within the purposes described in the meeting notice, unless
the shareholder objects to considering the matter when it is presented.
1.6 FIXING OF RECORD DATE. The Board of Directors may fix a future
date, or a later time on the date the board fixes the record date, as the record
date to determine the share holders entitled to notice of a shareholders
meeting, demand a special meeting, vote, take any other action or receive
payment of any share or cash dividend or other distribution. This date shall not
be earlier than 70 days before the meeting or action requiring a determination
of shareholders. The record date for any meeting, vote or other action of the
shareholders shall be the same for all voting groups. If not otherwise fixed by
the Board of Directors, the record date to determine shareholders entitled to
notice of and to vote at an annual or special shareholders meeting is the close
of business on the day before the notice is first mailed or otherwise
transmitted to shareholders. If not otherwise fixed by the Board of Directors,
the record date to determine shareholders entitled to receive payment of any
share or cash dividend or other distribution is the close of business on the day
the Board of Directors authorizes the share or cash dividend or other
distribution.
1.7 SHAREHOLDERS LIST FOR MEETING. After a record date for a meeting is
fixed, the Corporation shall prepare an alphabetical list of all shareholders
entitled to notice of the shareholders meeting. The list shall be arranged by
voting group and, within each voting group, by class or series of shares, and it
shall show the address of and number of shares held by each shareholder. The
shareholders list shall be available for inspection by any shareholder, upon
proper demand as may be required by law, beginning two business days after
notice of the meeting is given and continuing through the meeting, at the
Corporation's principal office or at a place identified in the meeting notice in
the city where the meeting will be held. The Corporation shall make the
shareholders list available at the meeting, and any shareholder or the
shareholder's agent or attorney shall be entitled to inspect the list at any
time during the meeting or any adjournment. Refusal or failure to prepare or
make available the shareholders list does not affect the validity of action
taken at the meeting.
1.8 QUORUM; ADJOURNMENT.
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(1) Shares entitled to vote as a separate voting group may
take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. A majority of the votes entitled to be cast on the
matter by the voting group constitutes a quorum of that voting group for action
on that matter.
(2) A majority of votes represented at the meeting, although
less than a quorum, may adjourn the meeting from time to time to a different
time and place without further notice to any shareholder of any adjournment,
except that notice is required if a new record date is or must be set for the
adjourned meeting. At an adjourned meeting at which a quorum is present, any
business may be transacted that might have been transacted at the meeting
originally held.
(3) Once a share is represented for any purpose at a meeting,
it shall be present for quorum purposes for the remainder of the meeting and for
any adjournment of that meeting unless a new record date is or must be set for
the adjourned meeting. A new record date must be set if the meeting is adjourned
to a date more than 120 days after the date fixed for the original meeting.
1.9 VOTING REQUIREMENTS; ACTION WITHOUT MEETING.
(1) If a quorum exists, action on a matter, other than the
election of directors, by a voting group is approved if the votes cast within
the voting group favoring the action exceed the votes cast opposing the action,
unless a greater number of affirmative votes is required by law or the Articles
of Incorporation. Unless otherwise provided in the Articles of Incorporation,
directors are elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present.
(2) Action required or permitted by law to be taken at a
shareholders meeting may be taken without a meeting if the action is taken by
all the shareholders entitled to vote on the action. The action must be
evidenced by one or more written consents describing the action taken, signed by
all the shareholders entitled to vote on the action and delivered to the
Secretary for inclusion in the minutes for filing with the corporate records.
Shareholder action taken by written consent is effective when the last
shareholder signs the consent, unless the consent specifies an earlier or later
effective date.
1.10 PROXIES. A shareholder may vote shares in person or by proxy. A
shareholder may appoint a proxy by signing an appointment form either personally
or by the shareholder's attorney-in-fact. An appointment of a proxy is effective
when received by the Secretary or other officer of the Corporation authorized to
tabulate votes. An appointment is valid for 11 months unless a different period
is provided in the appointment form. An appointment is revocable by the
shareholder unless the appointment form conspicuously states that it is irre
vocable and the appointment is
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coupled with an interest that has not been extinguished.
1.11 MEETING BY TELEPHONE CONFERENCE. Shareholders may participate in
an annual or special meeting by, or conduct the meeting through, use of any
means of communications by which all shareholders participating may
simultaneously hear each other during the meeting, except that no meeting for
which a written notice is sent to shareholders may be conducted by this means
unless the notice states that participation in this manner is permitted and
describes how any shareholder desiring to participate in this manner may notify
the Corporation. Participation in a meeting by this means shall constitute
presence in person at the meeting.
1.12 PROPER BUSINESS FOR SHAREHOLDERS' MEETING. To be properly brought
before the meeting, business must be either (i) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (ii) otherwise properly brought before a meeting by or at the
direction of the Board of Directors, or (iii) otherwise properly brought before
the meeting by a shareholder. In addition to any other applicable requirements,
for business to be properly brought before an annual meeting by a shareholder,
the shareholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive office of the
Corporation not less than 50 days nor more than 75 days prior to the meeting;
PROVIDED, HOWEVER, that in the event that less than 65 days' notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be so received not later than the
close of business on the 10th day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was made, whichever
first occurs. A shareholder's notice to the Secretary shall set forth (i) one or
more matters appropriate for shareholder action that the shareholder proposes to
bring before the meeting, (ii) a brief description of the matters desired to be
brought before the meeting and the reasons for conducting such business at the
meeting, (iii) the name and record address of the shareholder, (iv) the class
and number of shares of the Corporation that the shareholder owns or is entitled
to vote and (v) any material interest of the shareholder in such matters.
Notwithstanding anything in these bylaws to the contrary, no business shall be
conducted at the annual meeting except in accordance with the procedure set
forth in this Section 1.12; PROVIDED, HOWEVER, that nothing in this Section 1.12
shall be deemed to preclude discussion by any shareholder of any business
properly brought before the meeting. The Chairman of the Board, or the President
in the absence of the Chairman of the Board, shall, if the facts warrant,
determine and declare to the meeting that the business was not properly brought
before the meeting in accordance with the provisions of this Section 1.12 and if
the Chairman of the Board, or the President in the absence of the Chairman of
the Board, should so determine, shall so declare to the meeting any such
business not properly brought before the meeting shall not be transacted.
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1.13 SHAREHOLDER NOMINATION OF DIRECTORS.
(1) Not less than 50 days nor more than 75 days prior to the
date of any annual meeting of shareholders, any shareholder who intends to make
a nomination at the annual meeting shall deliver a notice to the Secretary of
the Corporation setting forth (i) as to each nominee whom the shareholder
proposes to nominate for election or reelection as a director, (a) the name,
age, business address and residence address of the nominee, (b) the principal
occupation or employment of the nominee, (c) the class and number of shares of
capital stock of the Corporation that are beneficially owned by the nominee of
shares of capital stock of the Corporation that are beneficially owned by the
nominee and (d) any other information concerning the nominee that would be
required, under the rules of the Securities and Exchange Commission, in a proxy
statement soliciting proxies for the election of such nominee; and (ii) as to
the shareholder giving the notice, (a) the name and record address of the
shareholder and (b) the class and number of shares of capital stock of the
Corporation that are beneficially owned by the shareholder; PROVIDED, HOWEVER,
that in the event that less than 65 days' notice or prior public disclosure of
the date of the annual meeting is given or made to shareholders, notice by the
shareholder to be timely must be so delivered not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made, whichever first
occurs. Such notice shall include a signed consent to serve as a director of the
Corporation, if elected, of each such nominee. The Corporation may require any
proposed nominee to furnish such other information as may reasonably be required
by the Corporation to determine the eligibility of such proposed nominee to
serve as a director of the corporation.
(2) Any shareholder who intends to make a nomination at any
special meeting of shareholders held for the purpose of electing directors shall
deliver a timely notice to the Secretary of the Corporation setting forth (i) as
to each nominee whom the shareholder proposes to nominate for election or
reelection as a director, (a) the name, age, business address and residence
address of the nominee, (b) the principal occupation or employment of the
nominee, (c) the class and number of shares of capital stock of the corporation
that are beneficially owned by the nominee of shares of capital stock of the
corporation that are beneficially owned by the nominee and (d) any other
information concerning the nominee that would be required, under the rules of
the Securities and Exchange Commission, in a proxy statement soliciting proxies
for the election of such nominee; and (ii) as to the shareholder giving the
notice, (a) the name and record address of the shareholder and (b) the class and
number of shares of capital stock of the Corporation that are beneficially owned
by the shareholder. To be timely for these purposes, such notice must be given
(i) if given by the shareholder (or any of the shareholders) who or that made a
demand for a meeting pursuant to which such meting is to be held, concurrently
with the delivery of such demand, and
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(ii) otherwise, not later than the close of business on the 10th day following
the date on which the notice of the special meeting was mailed. Such notice
shall include a signed consent to serve as a director of the Corporation, if
elected, of each such nominee. The Corporation may require any proposed nominee
to furnish such other information as may reasonably be required by the
Corporation to determine the eligibility of such proposed nominee to serve as a
director of the Corporation.
(3) The Chairman of the Board, or the President in the absence
of the Chairman of the Board, shall, if the facts warrant, determine and declare
that a nominee was not properly nominated in accordance with the provisions of
this Section 1.13 and if the Chairman of the Board, or the President in the
absence of the Chairman of the Board, should so determine, shall so declare to
the meeting any such nominee shall not be considered by shareholders.
ARTICLE II
BOARD OF DIRECTORS
2.1 DUTIES OF BOARD OF DIRECTORS. All corporate powers of the
Corporation shall be exercised by or under the authority of its Board of
Directors; the business and affairs of the Corporation shall be managed under
the direction of its Board of Directors.
2.2 NUMBER, TERM AND QUALIFICATION. The number of directors of the
Corporation shall be at least one and no more than ten. Within this range, at
the time of adoption of these Restated Bylaws the number of directors shall be
six, and the number of directors shall otherwise be determined from time to time
by the Board of Directors. The term of a director shall expire at the next
annual meeting of shareholders after his or her election. Despite the expiration
of a director's term, the director shall continue to serve until the director's
successor is elected and qualified or the number of directors is decreased.
Directors need not be residents of the State of Oregon or shareholders of the
Corporation.
2.3 REGULAR MEETINGS. A regular meeting of the Board of Directors may
be held without notice other than this Bylaw immediately after, and at the same
place as, the annual meeting of shareholders. The Board of Directors may provide
by resolution the time and place for the holding of additional regular meetings
in or out of Oregon without notice other than the resolution.
2.4 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by or at the request of the Chief Executive Officer or any two directors.
The person or persons authorized to call special meetings of the Board of
Directors may fix any place in or out of Oregon as the place for holding any
special meeting of the Board of Directors called by them.
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2.5 NOTICE. Notice of the date, time and place of any special meeting
of the Board of Directors shall be given at least 24 hours prior to the meeting
by notice communicated in person, by telephone, telegraph, teletype, other form
of wire or wireless communication, mail or private carrier. If written, notice
shall be effective at the earliest of (a) when received, (b) three days after
its deposit in the United States mail, as evidenced by the postmark, if mailed
postpaid and correctly addressed, or (c) on the date shown on the return
receipt, if sent by registered or certified mail, return receipt requested and
the receipt is signed by or on behalf of the addressee. Notice by all other
means shall be deemed effective when received by or on behalf of the director.
Notice of any regular or special meeting need not describe the purposes of the
meeting unless required by law or the Articles of Incorporation.
2.6 WAIVER OF NOTICE. A director may at any time waive any notice
required by law, these Bylaws or the Articles of Incorporation. Except as set
forth below, the waiver must be in writing, be signed by the director entitled
to the notice, specify the meeting for which notice is waived and be filed with
the minutes or corporate records. A director's attendance at or participation in
a meeting waives any required notice to the director of the meeting unless the
director at the beginning of the meeting, or promptly upon the director's
arrival, objects to holding the meeting or transacting business at the meeting
and does not thereafter vote for or assent to action taken at the meeting.
2.7 QUORUM. A majority of the number of directors set forth in Section
2.2 of these Bylaws shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors. If less than a quorum is present at a
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.
2.8 MANNER OF ACTING. The act of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors, unless a different number is provided by law, the Articles of
Incorporation or these Bylaws.
2.9 MEETING BY TELEPHONE CONFERENCE; ACTION WITHOUT MEETING.
(1) Directors may participate in a regular or special meeting
by, or conduct the meeting through, use of any means of communications by which
all directors participating may simultaneously hear each other during the
meeting. Participation in a meeting by this means shall constitute presence in
person at the meeting.
(2) Any action that is required or permitted to be taken at a
meeting of the Board of Directors may be taken without a meeting if one or more
written consents describing the action taken are signed by all of the directors
entitled to vote on the matter and included in the minutes or filed with the
corporate records reflecting the
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action taken. The action shall be effective when the last director signs the
consent, unless the consent specifies an earlier or later effective date.
2.10 VACANCIES. Any vacancy on the Board of Directors, including a
vacancy resulting from an increase in the number of directors, may be filled by
the shareholders, the Board of Directors, the remaining directors if less than a
quorum (by the vote of a majority thereof) or by a sole remaining director. Any
vacancy not filled by the directors shall be filled by election at an annual
meeting or at a special meeting of shareholders called for that purpose. A
vacancy that will occur at a specified later date, by reason of a resignation or
otherwise, may be filled before the vacancy occurs, but the new director may not
take office until the vacancy occurs.
2.11 COMPENSATION. By resolution of the Board of Directors, the
directors may be paid reasonable compensation for services as directors and
their expenses of attending meetings of the Board of Directors.
2.12 PRESUMPTION OF ASSENT. A director who is present at a meeting of
the Board of Directors or a committee of the Board of Directors shall be deemed
to have assented to the action taken at the meeting unless (a) the director's
dissent or abstention from the action is entered in the minutes of the meeting,
(b) the director delivers a written notice of dissent or abstention to the
action to the presiding officer of the meeting before any adjournment or to the
Corporation immediately after the adjournment of the meeting or (c) the director
objects at the beginning of the meeting or promptly upon the director's arrival
to the holding of the meeting or transacting business at the meeting. The right
to dissent or abstain is not available to a director who voted in favor of the
action.
2.13 RESIGNATION. Any director may resign by delivering written notice
to the Board of Directors, its chairperson or the Corporation. Unless the notice
specifies a later effective date, a resignation notice shall be effective upon
the earlier of (a) receipt, (b) five days after its deposit in the United States
mails, if mailed postpaid and correctly addressed, or (c) on the date shown on
the return receipt, if sent by registered or certified mail, return receipt
requested, and the receipt is signed by addressee. Once delivered, a resignation
notice is irrevocable unless revocation is permitted by the Board of Directors.
ARTICLE III
COMMITTEES OF THE BOARD
3.1 COMMITTEES. The Board of Directors may create one or more
committees and appoint members of the Board of Directors to serve on them. Each
committee shall have two or more members. The creation of a committee and
appointment of members to it must be approved by a majority of all directors in
office when the action is taken.
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Subject to any limitation imposed by the Board of Directors or by law, each
committee may exercise all the authority of the Board of Directors in the
management of the Corporation. A committee may not take any action that a
committee is prohibited from taking by the Oregon Business Corporation Act.
3.2 CHANGES OF SIZE AND FUNCTION. Subject to the provisions of law, the
Board of Directors shall have the power at any time to change the number of
committee members, fill committee vacancies, change any committee members and
change the functions and terminate the existence of a committee.
3.3 CONDUCT OF MEETINGS. Each committee shall conduct its meetings in
accordance with the applicable provisions of these Bylaws relating to meetings
and action without meetings of the Board of Directors. Each committee shall
adopt any further rules regarding its conduct, keep minutes and other records
and appoint subcommittees and assistants as it deems appropriate.
3.4 COMPENSATION. By resolution of the Board of Directors, committee
members may be paid reasonable compensation for services on committees and their
expenses of attending committee meetings.
ARTICLE IV
OFFICERS
4.1 APPOINTMENT. The Board of Directors at its first meeting following
its election each year shall appoint a Chairman of the Board of Directors
("Chairman of the Board"), a President and a Secretary. The Board of Directors
or the President may appoint any other officers, assistant officers and agents.
Any two or more offices may be held by the same person.
4.2 COMPENSATION. The Corporation may pay its officers reasonable
compensation for their services as fixed from time to time by the Board of
Directors, or, with respect to officers appointed by the President, as fixed
from time to time by the President.
4.3 TERM. The term of office of all officers commences upon their
appointment and continues until their successors are appointed or until their
resignation or removal.
4.4 REMOVAL. Any officer or agent appointed by the Board of Directors
or the Chairman of the Board may be removed by the Board of Directors at any
time with or without cause. Any officer or agent appointed by the Chairman of
the Board may be removed by the Chairman of the Board at any time with or
without cause.
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4.5 CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at
all meetings of the Board of Directors and shall perform any duties and
responsibilities prescribed from time to time by the Board of Directors.
4.6 PRESIDENT. The President shall be the chief executive officer of
the Corporation and, subject to the control of the Board of Directors , shall in
general supervise and control all of the business and affairs of the
Corporation. The President may execute in behalf of the Corporation all
contracts, agreements, stock certificates and other instruments. The President
shall from time to time report to the Board of Directors all matters within the
President's knowledge which should be brought to the attention of the Board of
Directors. The President shall vote all shares of stock in other corporations
owned by the Corporation, and shall be empowered to execute proxies, waivers of
notice, consents and other instruments in the name of the Corporation with
respect to such stock. The President shall have any other duties and
responsibilities prescribed by the Board of Directors.
4.7 VICE PRESIDENTS. Each Vice President shall perform duties and
responsibilities prescribed by the Board of Directors or the President. The
Board of Directors or the President may confer a special title upon a Vice
President.
4.8 SECRETARY.
(1) The Secretary shall record and keep the minutes of all
meetings of the directors and shareholders in one or more books provided for
that purpose and perform any duties prescribed by the Board of Directors or the
President.
(2) Any assistant secretary shall have the duties prescribed
from time to time by the Board of Directors, the President or the Secretary. In
the absence or disability of the Secretary, the Secretary's duties shall be
performed by an assistant secretary.
4.9 CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall have
charge and custody and be responsible for all funds and securities of the
Corporation and shall have other duties as prescribed from time to time by the
Board of Directors or the President.
ARTICLE V
INDEMNIFICATION
The Corporation shall indemnify to the fullest extent not
prohibited by law, any person who is made, or threatened to be made, a party to
an action, suit or
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proceeding, whether civil, criminal, administrative, investigative or other
(including an action, suit or proceeding by or in the right of the Corporation)
by reason of the fact that such person is or was a director of the Corporation
or a fiduciary within the meaning of the Employee Retirement Income Security Act
of 1974 with respect to any employee benefit plan of the Corporation, or serves
or served at the request of the Corporation as a director or as a fiduciary of
an employee benefit plan, of another corporation, partnership, joint venture,
trust or other enterprise. The Corporation shall pay for or reimburse the
reasonable expenses incurred by any such person in any such proceeding to the
fullest extent not prohibited by law. No amendment to these Bylaws that limits
the Corporation's obligation to indemnify any person shall have any effect on
such obligation for any act or omission that occurs prior to the later to occur
of the effective date of the amendment or the date notice of the amendment is
given to the person. This Article shall not be deemed exclusive of any other
provisions for indemnification or advancement of expenses of directors,
officers, employees, agents and fiduciaries that may be included in the Articles
of Incorporation or any statute, agreement, general or specific action of the
Board of Directors, vote of shareholders or other document or arrangement.
ARTICLE VI
ISSUANCE OF SHARES
6.1 ADEQUACY OF CONSIDERATION. Before the Corporation issues shares,
the Board of Directors shall determine that the consideration received or to be
received for the shares to be issued is adequate. The authorization by the Board
of Directors of the issuance of shares for stated consideration shall evidence a
determination by the Board that such consideration is adequate.
6.2 CERTIFICATES FOR SHARES.
(1) Certificates representing shares of the Corporation shall
be in any form determined by the Board of Directors consistent with the
requirements of the Oregon Business Corporation Act and these Bylaws. The
certificates shall be signed, either manually or in facsimile, by two officers
of the Corporation, at least one of whom shall be the Chairman of the Board, the
President or a Vice President, and may be sealed with the seal of the
Corporation, if any, or a facsimile thereof. All certificates for shares shall
be consecutively numbered or otherwise identified. The signatures of officers
upon a certificate may be facsimiles if the certificate is countersigned by a
transfer agent or any assistant transfer agent or registered by a registrar,
other than the Corporation itself or an employee of the Corporation.
(2) Every certificate for shares of stock that are subject to
any restriction on transfer or registration of transfer pursuant to the Articles
of Incorporation,
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the Bylaws, securities laws, a shareholders agreement or any agreement to which
the Corporation is a party shall have conspicuously noted on the face or back of
the certificate either the full text of the restriction or a statement of the
existence of the restriction and that the Corporation retains a copy of the full
text. Every certificate issued when the Corporation is authorized to issue more
than one class or series within a class of shares shall set forth on its face or
back either (a) a summary of the designations, relative rights, preferences and
limitations of the shares of each class and the variations in rights,
preferences and limitations for each series authorized to be issued and the
authority of the Board of Directors to determine variations for future series or
(b) a statement of the existence of those designations, relative rights,
preferences and limita tions and a statement that the Corporation will furnish a
copy thereof to the holder of the certificate upon written request and without
charge.
(3) All certificates surrendered to the Corporation for
transfer shall be canceled. The Corporation shall not issue a new certificate
for previously issued shares until the former certificate or certificates for
those shares are surrendered and canceled; except that in case of a lost,
destroyed or mutilated certificate, a new certificate may be issued on terms
prescribed by the Board of Directors.
6.3 TRANSFER AGENT AND REGISTRAR. The Board of Directors may from time
to time appoint one or more transfer agents and one or more registrars for the
shares of the Corporation, with powers and duties determined by the Board of
Directors.
6.4 OFFICER CEASING TO ACT. If the person who signed a share
certificate, either manually or in facsimile, no longer holds office when the
certificate is issued, the certificate is nevertheless valid.
ARTICLE VII
CONTRACTS, LOANS, CHECKS AND OTHER INSTRUMENTS
7.1 CONTRACTS. Except as otherwise provided by law, the Board of
Directors may authorize any officers or agents to execute and deliver any
contract or other instrument in the name of and on behalf of the Corporation,
and this authority may be general or confined to specific instances.
7.2 LOANS. The Corporation shall not borrow money and no evidence of
indebtedness shall be issued in its name unless authorized by the Board of
Directors. This authority may be general or confined to specific instances.
7.3 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money and notes or other evidences of indebtedness issued in the name
of the Corporation shall be signed in the manner and by the officers or agents
of the
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Corporation designated by the Board of Directors.
7.4 DEPOSITS. All funds of the Corporation not otherwise employed shall
be deposited to the credit of the Corporation in those banks, trust companies or
other depositaries as the Board of Directors or officers of the Corporation
designated by the Board of Directors select, or be invested as authorized by the
Board of Directors.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
8.1 SEVERABILITY. A determination that any provision of these Bylaws is
for any reason inapplicable, invalid, illegal or otherwise ineffective shall not
affect or invalidate any other provision of these Bylaws.
8.2 AMENDMENTS. These Bylaws may be amended or repealed and new Bylaws
may be adopted by the Board of Directors or the shareholders of the Corporation.
Adopted: December 5, 1995
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